| Tue 14 Mar 2006, 15:02 | | Eland Platinum - Abridged Prospectus |
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JSE
JSE
Eland Platinum - Abridged Prospectus
Eland Platinum Holdings Limited
(formerly Nungu Trading 500 Limited)
(Incorporated in South Africa)
(Registration number 2005/029957/06)
(JSE code: ELD & ISIN: ZAE000078655)
("Eland Platinum" or "the Company")
Abridged Prospectus
Private placing of up to 25 000 000 Eland Platinum ordinary shares ("private
placing")
The JSE Limited ("JSE") has approved the listing, with effect from the start of
business on Wednesday, 29 March 2006, of the entire issued share capital of
Eland Platinum, comprising up to 63 724 084 ordinary shares of R0.01 each, in
the Resources "Mining - Platinum and Precious Metals" sector of the JSE under
the abbreviated name "Eland", subject to the JSE receiving confirmation that the
Company has achieved both the required spread of shareholders as prescribed in
the JSE Listings Requirements and the minimum subscription of R400 million
referred to in paragraph 0 below.
This private placing is not an invitation to the general public to subscribe for
Eland Platinum ordinary shares. This private placing is made to invited
institutional investors; clients of BoE Stockbrokers, PSG Online and Sasfin
Frankel Pollak; and invited retail investors only.
1. Introduction
Eland Platinum holds a 64.99% equity interest in Eland Platinum Mines
(Proprietary) Limited ("Eland Mines"). Eland Mines has acquired the
interest of Anglo Platinum Limited ("Anglo Platinum") (held through
Rustenburg Platinum Mines Limited ("RPM")) in the right to convert a
certain prospecting permit and an undivided 95.4% share in the rights to
the minerals in respect of the former remaining extent of portion 15 of the
farm Elandsfontein 440, registration division JQ, North West Province
("Elandsfontein 440 JQ") into a prospecting right ("new order prospecting
right") granted in terms of the Mineral and Petroleum Resources Development
Act, No. 28 of 2002, as amended ("MPRDA") (the "Elandsfontein Platinum
Project").
The Elandsfontein Platinum Project is located on the south-eastern part of
the western limb of the Bushveld Igneous Complex, a geological region
internationally recognised for its platinum group metals ("PGM") and
chromitite deposits, located in the North West, Limpopo, Mpumalanga and
Gauteng Provinces of South Africa ("Bushveld Igneous Complex").
The Department of Minerals and Energy ("DME") has granted Eland Mines a new
order prospecting right for all precious metals and base minerals
(including PGM but excluding granite and, in respect only of portion 37 of
Elandsfontein 440 JQ, chrome in the middle group chromitite seams) in
respect of the entire area comprising the Elandsfontein Platinum Project,
being the whole of the former remaining extent of portion 15 of
Elandsfontein 440 JQ. Eland Mines has also acquired certain surface rights
from Anglo Platinum and local farmers within the former remaining extent of
portion 15 of Elandsfontein 440 JQ.
Eland Mines has further entered into agreements to acquire the prospecting
rights for PGMs in, on or under the remaining extent of portion 58 and
portions 80, 81, 82 and 87 of the farm Zilkaatsnek 439, registration
division JQ, located in South Africa"s North West Province ("Zilkaatsnek
439 JQ") which are contiguous with Elandsfontein 440 JQ ("Zilkaatsnek
prospecting rights"). Eland Mines has entered into a long-term lease
agreement over the related surface rights on Zilkaatsnek 439 JQ.
Anglo Platinum, through RPM, carried out extensive exploration work on the
Elandsfontein Platinum Project. RSG Global (Proprietary) Limited ("RSG")
has reviewed Anglo Platinum"s exploration results and reported its findings
in a competent person"s report ("CPR") which is included in the detailed
prospectus issued by the Company in relation to the private placing
("detailed prospectus"), copies of which may be obtained from the offices
set out in paragraph 0 below. After applying a 20% geological loss factor
to the in situ resource, RSG defined a mineral resource of 107.5 million
tonnes of UG2 reef containing some 14.9 million ounces of PGMs on a 4E
(platinum, palladium, rhodium and gold) basis for the Elandsfontein
Platinum Project. Some 17.9 million tonnes of the UG2 resource has been
classified by RSG as measured mineral resource and/or indicated mineral
resource, in terms of the SAMREC Code. The mineral resources relating to
the Elandsfontein Platinum Project also contain an as yet unquantified
Merensky Reef resource. Eland Platinum estimates the life of mine at some
33 years based on the size of the in situ resource. Approximately 4 million
tonnes of the UG2 resource will be mined by open pit methods.
Eland Mines intends developing a 250 000 tonne per month UG2 mine to
produce some 280 000 ounces of PGMs in concentrate per annum, on a 4E
basis. To support the development of the project, Anglo Platinum has a
first right of refusal to acquire all of the PGM concentrate produced from
the Elandsfontein Platinum Project. The acquisition of the PGM concentrate
will be on commercial terms which are to be fully agreed upon once the
bankable feasibility study is complete. Anglo Platinum has agreed that any
such purchase of concentrate will take place for at least five years.
The purpose of this announcement and the detailed prospectus to which it
relates is to invite certain institutional investors; clients of BoE
Stockbrokers, PSG Online and Sasfin Frankel Pollak; and certain invited
retail investors to participate in a private placing of up to 25 000 000
Eland Platinum ordinary shares ("placing shares"), at a private placing
price of between R20 and R25 per placing share. The final private placing
price will be determined based on an analysis of market demand for the
placing shares and will be released on the Securities Exchange News Service
of the JSE ("SENS") on Thursday, 16 March 2006 and published in the South
African press on Friday, 17 March 2006.
The capital raised through this private placing, together with the seed
capital of approximately R179.965 million (raised from a range of
institutional and individual investors by way of a private placement of 11
224 084 ordinary shares at prices of between R16.00 and R16.20 per share)
during December 2005 and January and February 2006 ("seed capital
raising"), will be made available by Eland Platinum to Eland Mines in the
form of preference share funding and/or shareholder loans. The dividend
rate on the preference shares is fixed at the aggregate of the prime
interest rate plus four per cent per annum.
It is anticipated that Eland Mines will supplement the capital raised from
the seed capital raising and this private placing with commercial third
party project finance to make up the external funding of approximately R1
billion required to develop the Elandsfontein Platinum Project to the stage
of full production. The project finance will be raised after the completion
of a bankable feasibility study. The full development of the project is
expected to take approximately three years. Anticipated early cash flows
from the planned open pit operations will assist materially in the further
funding of the underground development costs.
2. Group structure of Eland Platinum
Eland Platinum holds a 64.99% equity interest in Eland Mines. The balance
of the equity of Eland Mines is held by the Ngazana Consortium (26.01%),
and the Eltech Trust (9%). The Ngazana Consortium, via a voting pool
arrangement with the Eltech Trust, controls a 35.01% voting interest in
Eland Mines. The Ngazana Consortium and the Eltech Trust have agreed not to
dispose of their respective interests in Eland Mines until 30 April 2014
whereupon they have a conditional right to put their shares in Eland Mines
to Eland Platinum in exchange for Eland Platinum ordinary shares after 2
May 2014.
The Ngazana Consortium is a consortium of HDP companies and trusts, the
members, beneficiaries and/or trustees of which are fully described in the
detailed prospectus. The trustees and beneficiaries of the Eltech Trust are
also fully described in the detailed prospectus.
Administrative, financial, management and technical services are provided
to Eland Mines via Eland Platinum"s wholly owned subsidiary, Eland
Technical Administrative Services (Proprietary) Limited ("ETAS"), in terms
of a management agreement concluded between Eland Mines and ETAS. The
executive directors of Eland Platinum, other than the executive chairman,
will be employed by ETAS and will form part of the management team that
will provide the administrative, financial, management and technical
services to Eland Mines. The balance of the management team will consist of
the senior management and additional staff that will be employed to ensure
the provision of efficient and professional management services to Eland
Mines.
To this end, Eland Platinum has, through ETAS, procured the services of an
established management team with proven experience in the creation,
financing, development and operation of independent platinum mines in the
Bushveld Igneous Complex.
3. Prospects of Eland Platinum and purpose of the private placing and listing
on the JSE
Eland Platinum"s long-term objective is to become a global top five
producer of PGMs. It intends achieving this through further acquisitions
and joint ventures.
As the first step in this direction, Eland Mines is in the process of
completing a bankable feasibility study as a pre-cursor to establishing
mining activities at its Elandsfontein Platinum Project site.
In parallel to this development, Eland Platinum is engaged in evaluating a
number of potential South African PGM project opportunities. These
opportunities include both potential project acquisitions and joint venture
/ co-operation structures. None of these potential opportunities had
resulted in signed formal agreements as at 28 February 2006.
The main purposes of the private placing and the listing on the JSE are to:
- raise capital for the development of the Elandsfontein Platinum
Project;
- enhance investors" awareness of Eland Platinum;
- facilitate direct investment in Eland Platinum; and
- provide investors with a market for trading Eland Platinum ordinary
shares.
In compliance with the Companies Act, No. 61 of 1973, as amended
("Companies Act"), and JSE Listings Requirements, the purpose of this
announcement and the detailed prospectus to which it relates is to:
- provide members of the investment community with information relating
to Eland Platinum, its operations, its directors and management; and
- set out the audited consolidated historical financial information of
Eland Platinum for the financial period ended 31 December 2005
so as to enable Eland Platinum to obtain a listing of its ordinary shares
on the JSE.
4. Overview of assets
4.1 Elandsfontein Platinum Project
The first project taken up by Eland Platinum is the acquisition,
through Eland Mines, of the Elandsfontein Platinum Project, located on
the south-eastern part of the western limb of the Bushveld Igneous
Complex. Elandsfontein 440 JQ is located approximately 12 kms east of
the town of Brits, towards Garankuwa, in South Africa"s North West
Province. To the west, the Elandsfontein Platinum Project borders the
operating Maroelabult section of Barplats Investments Limited"s
Crocodile River Mine, and to the south west, the ferrochrome
operations of Hernic Ferrochrome (Proprietary) Limited.
The Elandsfontein Platinum Project was purchased by Eland Mines from
RPM on 6 October 2005 for R117.25 million. The effective date of the
acquisition was 6 December 2005. Prior to the acquisition, Anglo
Platinum had carried out extensive exploration work on the
Elandsfontein Platinum Project. The information relating to this work
formed part of the acquisition, and is described in the CPR. Anglo
Platinum has a first right of refusal, in terms of the acquisition
agreement, to acquire all of the PGM concentrate produced, on
commercial terms that are to be fully agreed to upon completion of the
bankable feasibility study. Anglo Platinum has agreed that such
purchase of concentrate will take place for at least five years.
The Elandsfontein Platinum Project encapsulates the following
advantages:
- The UG2 sub-outcrops just below the soil horizon over
approximately 4.5 kms strike length, which will allow for early
cash flows to be generated from an estimated three years of open
pit mining operations. These early cash flows will assist
materially with the funding of the development costs of the
underground mine.
- It is anticipated that the shallow underground ore resource will
be accessed relatively inexpensively using decline shaft systems
developed from the high wall of the open pits.
- Based on the drilling and assay programme conducted to date, the
PGM metal splits contained in the UG2 reef of the Elandsfontein
Platinum Project are better than the industry average, with a
favourable bias to the higher valued platinum and rhodium.
- The management team has the experience of successfully developing
two independent platinum mines on the Bushveld Igneous Complex
and re-commissioning a third, all within the last three years. In
that process the management team created approximately 1 700 new
permanent jobs.
- Eland Mines has acquired approximately 1 118 hectares of surface
rights, providing more than sufficient area for the siting of the
required surface infrastructure and the conducting of open pit
mining operations. Furthermore, the project area is substantially
uninhabited, thereby mitigating the social impact of the project.
- The Elandsfontein Platinum Project"s location within commuting
distance of the cities of Pretoria and Johannesburg, and its
close proximity to the social amenities of the Hartebeesport Dam
and Brits, provides Eland Mines with a recruitment advantage over
more remote mining operations located elsewhere within South
Africa.
4.2 Surface rights
Eland Mines has acquired RPM"s surface rights on Elandsfontein 440 JQ
for a consideration of R2.5 million. Eland Mines has also acquired
additional surface rights comprising portions of Elandsfontein 440 JQ
and portions of Schietfontein 437, registration division JQ, located
in South Africa"s North West Province, for R6.5 million. Such surface
rights together with the surface rights leased over Zilkaatsnek as
described in paragraph 4.3 below, provide Eland Mines with more than
sufficient surface rights for the siting of the surface infrastructure
required for the mining phase of the Elandsfontein Platinum Project
4.3 Zilkaatsnek
On 23 November 2005, Eland Mines acquired the Zilkaatsnek prospecting
rights. These acquisitions are subject to obtaining DME consent to the
transfer of these prospecting rights to Eland Mines in terms of
section 11 of the MPRDA. The requisite application has been lodged,
but as at the date hereof the required ministerial consent for the
transfer has not yet been received. Eland Mines has furthermore
entered into a five-year lease for the surface rights of the remaining
extent of portion 58 and portions 80, 81, 82 and 87 of Zilkaatsnek 439
, registration division JQ, located in South Africa"s North West
Province, renewable for successive five year periods at the option of
Eland Mines.
The Zilkaatsnek prospecting and surface rights will form an integral
part of the Elandsfontein Platinum Project and although not large in
size, are expected to make a significant contribution to the project
through the provision of additional resources for the planned open pit
mining operations, as well as through the provision of access from the
surface to the eastern portion of the proposed mine.
In addition to the above, Eland Mines has submitted an application for
"new order" prospecting rights on portions 83, 84 and 97 of the farm
Zilkaatsnek 439, registration division JQ, located in South Africa"s
North West Province. This application is currently being processed by
the DME.
5. The private placing
This private placing is not an invitation to the general public to
subscribe for ordinary shares in Eland Platinum. This private placing is
only open to invited institutional investors; clients of BoE Stockbrokers,
PSG Online and Sasfin Frankel Pollak; and invited retail investors.
5.1 Particulars of the private placing
The private placing price range per placing R20 - R25
share (the final private placing price will be
determined based on an analysis of market
demand and will be released on SENS on
Thursday, 16 March 2006 and published in the
South African press on Friday, 17 March 2006)
Number of placing shares available Up to 25 000 000
Maximum amount to be raised in terms of the R575 million
private placing (excluding the over-allotment
option and the greenshoe described in the
detailed prospectus)
5.2 Dates and times of the opening and closing of the private placing
Salient dates and times 2006
Detailed prospectus available Monday, 13 March
Abridged prospectus released on SENS Tuesday, 14 March
Abridged prospectus published in the South Wednesday, 15 March
African press
Private placing price and underwriting Thursday, 16 March
arrangements announcement released on SENS
Private placing price and underwriting Friday, 17 March
arrangements announcement published in the
South African press
Opening date of the private placing (08:00) Monday, 20 March
Closing date for clients of BoE Wednesday, 22 March
Stockbrokers, PSG Online and Sasfin Frankel
Pollak to submit their applications to
their respective brokers in terms of their
respective mandates (12:00)
Closing date for BoE Stockbrokers, PSG Thursday, 23 March
Stockbroker and Sasfin Frankel Pollak to
submit their applications to their Central
Securities Depository Participants
("CSDPs") in terms of their respective
mandates (11:00)
Closing date for CSDPs to tender their Thursday, 23 March
application spreadsheets to Ultra
Registrars (17:00)
Closing date of the private placing (12:00) Friday, 24 March
Allocation Saturday, 25 March
and Sunday, 26 March
Completed allocations communicated to CSDPs Monday, 27 March
Settlement date Wednesday, 29 March
Proposed listing date on the JSE (09:00) Wednesday, 29 March
All references to time are to local time in South Africa. Any changes
to the above dates and times will be lodged with the Registrar of
Companies, announced on SENS and published in the South African press.
5.3 Private placing price
It is estimated that the private placing price for the placing shares
will be between R20 and R25 per placing share. The final private
placing price will be determined based on an analysis of market demand
and will be released on SENS on Thursday, 16 March 2006 and published
in the South African press on Friday, 17 March 2006. Among the factors
which may be considered in determining the private placing price are
prevailing market conditions, the demand for placing shares, and the
Company"s desire to establish an orderly after-market in Eland
Platinum ordinary shares.
5.4 Participation in the private placing
5.4.1 Invited institutional investors
Invited institutional investors may participate in the
private placing. Institutional investors wishing to
participate in the private placing should contact Nedbank
Capital prior to the close of business on Wednesday, 15
March 2006 (Paul Miller or Reginald Demana on +27 11 295
8602).
Invited institutional investors are to provide their CSDPs
with their irrevocable applications in the time and manner
stipulated in the agreement governing their relationship
with their CSDPs. The CSDPs must provide their collated
application spreadsheet to Ultra Registrars by no later than
17:00 on Thursday, 23 March 2006.
Applications are to be submitted to the CSDPs in numbers of
placing shares and invited institutional investors must make
the necessary arrangements to enable their CSDP to make
payment for the allocated placing shares on settlement date.
The allocated placing shares will be transferred, on a
"delivery versus payment" basis, to successful institutional
applicants on the settlement date, which is expected to be
Wednesday, 29 March 2006.
5.4.2 Retail investors
Clients of BoE Stockbrokers, PSG Online and Sasfin Frankel
Pollak
Applicants must contact BoE Stockbrokers, PSG Online or
Sasfin Frankel Pollak in order to determine the date and
time by which their irrevocable instructions to apply should
reach BoE Stockbrokers, PSG Online or Sasfin Frankel Pollak
in order to provide BoE Stockbrokers, PSG Online or Sasfin
Frankel Pollak with sufficient time to furnish their
irrevocable applications to their respective CSDPs.
Applicants must make the necessary arrangements to enable
BoE Stockbrokers, PSG Online or Sasfin Frankel Pollak to
make payment for the allocated placing shares on the
settlement date which is expected to be Wednesday, 29 March
2006, in accordance with each applicants" agreement with BoE
Stockbrokers, PSG Online or Sasfin Frankel Pollak. BoE
Stockbrokers, PSG Online or Sasfin Frankel Pollak will
receive and hold the dematerialised ordinary shares on the
applicants" behalf.
Invited retail investors
Invited retail investors should complete the application
form, which will be provided to such invited retail
investors, and send it to their CSDPs or brokers in the time
and manner stipulated in terms of the agreement governing
their relationship with their CSDPs or brokers. The CSDPs
must provide their collated application spreadsheets to
Ultra Registrars by no later than 17:00 on Thursday 23 March
2006. The CSDPs or brokers must stamp the application form
and deliver it to Ultra Registrars by hand (5th Floor, 11
Diagonal Street, Johannesburg, 2000) by no later than 17:00
on Thursday, 23 March 2006 for the application forms to be
reconciled with the spreadsheets received from the CSDPs.
The directors reserve the right to reject applications,
forwarded by CSDPs, from clients of brokers other than BoE
Stockbrokers, PSG Online or Sasfin Frankel Pollak, that are
not accompanied by an original, duly completed application
forms.
Applicants must make the necessary arrangements to enable
their CSDPs to make payment for the allocated placing shares
on the settlement date which is expected to be Wednesday, 29
March 2006, in accordance with the applicant"s respective
agreements with their CSDPs or brokers.
The CSDPs or brokers concerned will receive and hold the
dematerialised ordinary shares on the applicants" behalf.
5.5 Parties who may not participate in the private placing
The following categories of persons may not participate in the private
placing:
- any person who may not lawfully participate in the private
placing;
- institutional and retail investors who have not been invited to
participate, and retail investors who are not clients of BoE
Stockbrokers, PSG Online, and Sasfin Frankel Pollak; and
- persons acting on behalf of a minor or a deceased estate.
5.6 Minimum subscription
The minimum amount which, in the opinion of the directors, must be
raised by the Company through the private placing is R400 million,
provided that a spread of shareholders acceptable to the JSE is
obtained. The listing will not proceed if the minimum subscription and
the shareholder spread requirements are not achieved.
5.7 Applications
5.7.1 Applications irrevocable
Applications contained within the spreadsheets submitted by
the CSDPs are irrevocable and may not be withdrawn once
received by Ultra Registrars.
5.7.2 Reservation of rights
The directors of Eland Platinum reserve the right to accept
or refuse any applications, either in whole or in part, or
to abate any or all applications (whether or not received
timeously) in such manner as they may, in their sole and
absolute discretion, determine.
5.7.3 Confirmation and settlement
The applicant"s CSDP or broker must commit in STRATE to the
receipt of the applicant"s allocation of placing shares
against payment on Tuesday, 28 March 2006. On the settlement
date (which is expected to be Wednesday, 29 March 2006), the
applicant"s allocation of placing shares will be credited to
the applicant"s CSDP or broker against payment during the
STRATE settlement runs, prior to the opening of the market.
5.8 Allocation
Allocations of placing shares will only be made in whole shares.
The basis of allocation of the placing shares, based on applications
accepted by Eland Platinum, will be determined by Nedbank Capital (in
its capacity as underwriter, if applicable ("the underwriter"), and
Eland Platinum. Factors to be considered by the underwriter and Eland
Platinum in allocating placing shares include:
- achieving the JSE"s shareholder spread requirements;
- promoting liquidity, tradeability and an orderly after-market in
Eland Platinum ordinary shares; and
- encouraging HDP equity ownership, in line with the statutory
objectives of the Mining Charter.
Eland Platinum will not accept individual applications from a single
beneficial investor totalling more than R100 million and will not
accept total applications from any single institutional investor which
exceed R250 million. Any applications received for an amount greater
than these amounts will be capped at R100 million or R250 million
respectively.
Placing shares will be equitably allocated to applicants on the basis
that all applicants that apply for an equal number of placing shares
will receive an equal allocation, with the exception of HDP applicants
who may receive preference. Applicants for different quantities of
placing shares will not necessarily receive the same proportionate
allocation.
Ultra Registrars will collate all CSDP applications and allocate the
placing shares at the private placing price on Saturday, 25 March 2006
and Sunday, 26 March 2006.
Final allocations will be communicated to CSDPs on Monday, 27 March
2006. Successful applicants will not be informed of their allocation
by Eland Platinum, the underwriter, if applicable, or Ultra
Registrars, but should liaise with their CSDP or broker in the manner
stipulated in the agreement governing their relationship with their
CSDP or broker.
5.9 STRATE and trading of Eland Platinum ordinary shares on the JSE
Eland Platinum ordinary shares may only be traded on the JSE in
electronic form (dematerialised ordinary shares) and will be trading
for electronic settlement in terms of STRATE immediately following the
listing.
6. Financial information
6.1 Historical financial information
The consolidated losses of Eland Platinum, before and after taxation
for the financial period 26 August 2005 (date of incorporation) to 31
December 2005 are set out below:
Audited for the period 26 August 2005 (date of incorporation) to 31
December 2005
R
Loss before taxation (3 439 641)
Loss after taxation (3 503 330)
6.2 Pro forma financial effects of the private placing
Eland Platinum raised R179.965 million in a seed capital raising
through the issue of 11 224 084 Eland Platinum ordinary shares, over
December 2005 and January and February 2006. Of these, 6 958 436 Eland
Platinum ordinary shares were issued prior to 31 December 2005 and are
therefore included in the balance sheet at 31 December 2005. 4 265 648
ordinary shares were issued from 31 December 2005 up to 28 February
2006 ("seed capital raising after the period end") and are therefore
included as a first adjustment to the pro forma financial effects.
In accordance with the requirements of the JSE Listings Requirements,
the accounting policies applied in arriving at the unaudited pro forma
financial effects are in accordance with the accounting policies
forming the basis of the audited consolidated historical financial
information for the financial period 26 August 2005 (date of
incorporation) to 31 December 2005. The unaudited pro forma financial
effects set out below are the responsibility of the directors.
The unaudited pro forma financial effects have been prepared for
illustrative purposes only, and, because of its nature, may not give a
fair reflection of the impact of the seed capital raising after the
period end and the private placing on the Company"s financial
performance or financial position.
For purposes of the unaudited pro forma financial effects, it has been
assumed that the seed capital raising after the period end and the
private placing took place with effect from 26 August 2005 for income
statement purposes and at 31 December 2005 for balance sheet purposes.
The table below sets out the unaudited pro forma financial effects of
the seed capital raising after the period end and the private placing:
Before the After the % After the % change
seed seed change seed from before
capital capital capital the seed
raising raising raising capital
after the after the after the raising
period end period end period end after the
(1) but before and the period end
the private private and private
placing placing placing
(2)(3) (2)(3)(5)
Basic and headline (52.5) (32.0) 39.0% (11.3) 78.4%
loss per share
(cents)
Net Asset Value 305.7 449.2 47.0% 1 112.4 263.9%
and Net Tangible
Asset Value per
share (cents)
Weighted average 6 668 465 10 934 113 64.0% 30 934 113 363.9%
number of shares
in issue used to
calculate basic
loss and headline
loss per share
(cents)
Number of shares 34 458 436 38 724 084 12.4% 58 724 084 70.4%
in issue at end of
year used to
calculate Net
Asset Value and
Net Tangible Asset
Value per share
Notes:
(1) Based on the audited consolidated historical financial information of
Eland Platinum for the financial period 26 August 2005 (date of
incorporation) to 31 December 2005.
(2) Based on the assumption that the seed capital raising for the 4 265
648 ordinary shares issued after period end and the private placing
took place on 26 August 2005 for income statement purposes and on 31
December 2005 for balance sheet purposes.
(3) Based on the 4 265 648 Eland Platinum ordinary shares that were issued
for R68 629 877 in terms of the seed capital raising after the period
end and further that 20 000 000 placing shares were placed at R25 per
share after taking into account R20 681 000 of share issue expenses in
terms of the private placing. These placing shares have a nominal
value of R0.01 per share and share premium of R24.99 per share.
(4) Based on the assumption that the proceeds of the seed capital raising
and the private placing will be used to develop the Elandsfontein
Platinum Project and for working capital requirements. In terms of the
South African Institute of Chartered Accountants" "Revised Audit and
Accounting Guide on Pro Forma Financial Information" no adjustment on
earnings was made for the interest income effects of the holding of
the cash proceeds of the seed capital raising after the period end and
private placing as the proceeds are earmarked for specific development
and working capital purposes.
(5) Based on the assumption that R55 000 000 was paid to RPM and R6 500
000 was paid to local farmers in settlement of the purchase
considerations of the Elandsfontein Platinum Project and the further
surface rights respectively.
7. Directors of Eland Platinum
The full names, ages, functions, nationalities, dates of appointment,
business addresses and qualifications of the directors of Eland Platinum
are set below:
Jonathan Alan Clark (37)
(Finance Director) (South African) (Appointed February 2006)
Business address: 2nd Floor, Wanderers Building, The
Campus, 57 Sloane Street, Bryanston,
2191
Qualifications: B.Com, B.Acc, CA (SA)
Gugu Yvonne Yolande (Nana)
Ditodi (51)
(Non-Executive Director) (South African) (Appointed December 2005)
Business address: 143 Nicolette Street, Meyerspark, 0184
Qualifications: Dip (Marketing), Dip (Public
Relations), Dip (Business Management),
MQA EPP
Johan Marthinus Jansen van
Vuuren (62)
(Director Corporate Affairs) (South African) (Appointed December 2005)
Business address: 2nd Floor, Wanderers Building, The
Campus, 57 Sloane Street, Bryanston,
2191
Qualifications: B.Com, LLB, Dip (Alternative Dispute
Resolution)
Dr Penuell Mpapa Maduna (53)
(Non-Executive Director) (South African) (Appointed December 2005)
Business address: 96 Bryanston Drive, Bryanston, 2191
Qualifications: LLB, LLM, LLD
Sizakele Renee Makhaye (47)
(Non-Executive Director) (South African) (Appointed December 2005)
Business address: 3 Acacia Place, Bassonia Estates,
Bassonia, 2190
Qualifications: B.Admin, ABP, MQA EPP
Lavery Sechaba Modise (51)
(Independent Non-Executive Director) (South African) (Appointed
December 2005)
Business address: 2 Pybus Road, Sandton, 2196
Qualifications: BA, LLB
Lizwi Xolisile Mtumtum (34)
(Independent Non-Executive Director) (South African) (Appointed
February 2006)
Business address: First floor, 66 Grayston, 2 Norwich
Close, Sandton, 2196
Qualifications: BA (Economics / Accounting)
Loucas Christos Pouroulis (67)
(Executive Chairman) (Cypriot) (Appointed December 2005)
Business address: 2nd Floor, Wanderers Building, The
Campus, 57 Sloane Street, Bryanston,
2191
Qualifications: B.Sc (Hons)
Dr John David Salter (47)
(Managing Director) (British) (Appointed January 2006)
Business address: 2nd Floor, Wanderers Building, The
Campus, 57 Sloane Street, Bryanston,
2191
Qualifications: Ph.D, B.Sc (Hons), FSAIMM
8. Share capital
8.1 Authorised and issued share capital of Eland Platinum
The authorised and issued share capital of Eland Platinum before and
after the private placing is set out below:
R
Authorised share capital of Eland Platinum
before and after the private placing
100 000 000 ordinary shares of R0.01 each 1 000 000
Total 1 000 000
Issued share capital of Eland Platinum before
the private placing
38 724 084 ordinary shares of R0.01 each 387 240
Share premium 177 069 813
Total 177 457 053
Issued share capital of Eland Platinum after
the private placing
58 724 084 ordinary shares of R0.01 each (1)(2) 587 240
Share premium 656 188 813
Total 656 776 053
Notes:
1. Based on the assumption that 20 000 000 placing shares are issued
at R25 per share in terms of the private placing and share issue
expenses of R20.681 million were incurred in the issue of these
Eland Platinum ordinary shares.
2. All the Eland Platinum ordinary shares are to be listed on the
JSE and are of one class, namely ordinary shares of R0.01 each,
and rank pari passu in all respects.
The Eland Platinum ordinary shares are to be issued in terms of
the resolutions passed by the shareholders of Eland Platinum at
an extraordinary general meeting of the Company held on Friday, 3
March 2006.
8.2 Major shareholders
The following shareholders are beneficially interested in 5% or more
of Eland Platinum ordinary shares:
Shareholder Number of Percentage Percentage
ordinary of ordinary of ordinary
shares held shares in shares in
issue before issue after
the private the private
placing placing (4)
Bright Resources Trust (1) 9 762 500 25.2% 15.3%
Langa Trust (2) 6 688 000 17.3% 10.5%
Tarian Trust (3) 2 788 500 7.2% 4.4%
Total 19 239 000 49.7% 30.2%
Notes:
(1) Frank Wilfred James Kilbourn, a founder and promoter of the
Company, is interested in the Bright Resources Trust.
(2) Loucas Christos Pouroulis, the Executive Chairman of the Company,
is interested in the Langa Trust.
(3) Dr John David Salter, the Managing Director of the Company, is
interested in the Tarian Trust.
(4) Based on 63 724 084 Eland Platinum ordinary shares in issue,
after taking into account the maximum placing shares available in
terms of the private placing.
9. Listing on the JSE
The JSE has approved the listing of the entire issued share capital of
Eland Platinum of up to 63 724 084 ordinary shares of R0.01 each, in the
Resources "Mining - Platinum and Precious Metals" sector of the JSE under
the abbreviated name "Eland", with effect from the start of business on
Wednesday, 29 March 2006, subject to the JSE receiving confirmation that
the Company has achieved the shareholder spread requirements of the JSE and
the minimum subscription of R400 million referred to in paragraph 0 above.
The ISIN code is ZAE 000078655 and the JSE code will be ELD.
10. Registration of the detailed prospectus and supporting documentation
An English copy of the detailed prospectus was registered by the Registrar
of Companies on Friday, 10 March 2006 in terms of section 155(1) of the
Companies Act.
The following documents are available for inspection at the registered
office of Eland Platinum referred to in paragraph 11 below during normal
business hours from the date of issue of the prospectus up to and including
the listing date:
- the memorandum and articles of association of Eland Platinum, Eland
Mines and ETAS;
- the audited consolidated historical financial statements of Eland
Platinum for the period ended 31 December 2005;
- the report of historical financial information for Eland Platinum and
the independent reporting accountants and auditors report thereon;
- the independent reporting accountants and auditors report on the pro
forma financial effects;
- the CPR;
- copies of the material contracts entered into by the Company since the
date of incorporation of the Company;
- the underwriting agreement to be entered into between Eland Platinum
and Nedbank Capital, once executed;
- the letters of consent received from the investment bank, financial
adviser, underwriter, stabilising agent and joint sponsor, attorneys,
the competent person, independent reporting accountants and auditors,
lead sponsor, commercial bankers and transfer secretaries with regard
to the publication of their names in the form and context in which
they appear in the detailed prospectus and confirming that such
consents have not been withdrawn at the date of the detailed
prospectus;
- copies of the detailed prospectus dated Friday, 10 March 2006; and
- a signed copy of the detailed prospectus (including the powers of
attorney granted by the directors of the Company).
11. Copies of the detailed prospectus
Copies of the detailed prospectus setting out the details of the private
placing (in English only) can be obtained during normal business hours from
Monday, 13 March 2006 until Friday, 24 March 2006 from:
Registered office of the Company Nedbank Capital Corporate Finance
Routledges Incorporated 3rd Floor
2nd Floor, Wanderers Building Corporate Place
The Campus 135 Rivonia Road
57 Sloane Street Sandown
Bryanston, 2191 2196
(Telephone: +27 11 575 1400) (Telephone: +27 11 295 8602)
(Fax: +27 11 576 1400) (Fax: +27 11 294 8602)
(e-mail:
corporatefinance@nedbank.co.za)
The detailed prospectus can also be downloaded from the Company"s website
www.elandplats.com.
Investment bank, financial adviser, Attorneys to Eland Platinum
underwriter, stabilising agent and
joint sponsor
Nedbank Capital Routledges Incorporated
Competent person Independent reporting accountants
and auditors
RSG KPMG Inc
Lead sponsor Commercial bankers
PricewaterhouseCoopers Nedbank Limited
Attorneys to Nedbank Capital
Cliffe Dekker
Johannesburg
Monday, 13 March 2006
Date: 14/03/2006 03:02:33 PM Produced by the JSE SENS Department
